Below is a summary of our committee structure and membership information. To read more about any of the committees, click on committee names in the chart below.
Mr. Edward Kelly, III
Senator John Breaux
Ms. Pamela Carter
Mr. Paul Hilal
Mr. David Moffett
Mr. Dennis Reilley
Mr. John Zillmer
Mr. James Foote
Executive Committee Charter (PDF) [PDF]
Executive Committee Charter
Purpose of the Committee
The primary purpose of the Executive Committee of the Board of Directors of CSX
Corporation (the “Committee”) is to act on behalf of the full Board between regularly
scheduled Board meetings, when time is of the essence.
The Committee shall be comprised of the Chief Executive Officer, the Chairman of the
Board, the Vice Chairman of the Board and the chairs of each of each of the five
The Chief Executive Officer shall be the Chairman of the Executive Committee. In the
absence of the Chief Executive Officer, the Chairman of the Board shall preside over a
meeting of the Committee.
A majority of the members of the Committee shall constitute a quorum.
Committee Authority and Responsibilities
During the interval between meetings of the Board of Directors, the Committee may
exercise all of the authority of the Board of Directors in the business and affairs of the
Company, except where action by the full Board is specifically required or where
authority is specifically limited by the Board of Directors. The Committee shall not have
the power or authority of the Board of Directors in reference to:
- declare dividends or distributions of stock;
- issue stock or authorize or approve the issuance or sale, or contract for sale, of
stock or determine the designation and relative rights, preferences, and
limitations of a series or class of stock, except that the Board may direct the
Committee to fix the specific terms of the issuance or sale or contract for sale or
the number of shares of stock to be allocated to particular employees under an
employee benefit plan;
- recommend to shareholders any action that requires shareholder approval;
- amend or repeal the Articles of Incorporation or Bylaws of the Company;
- approve a plan of merger or share exchange not requiring stockholder approval;
- amend, alter or repeal, or take action inconsistent with any resolution or action of
the Board of Directors when the resolution or action of the Board provides by its
terms that it shall not be amended, altered or repealed by the action of the
- take action that the Virginia Stock Corporation Act, the Charter or the Bylaws
requires be taken by the Board and not a Committee of the Board.
The Committee shall keep a full and accurate record of its proceedings at each meeting
and report the same at the next meeting of the Board.
The Committee shall have the resources and authority to discharge its responsibilities,
including the authority to retain counsel and other experts or consultants.
The Committee shall periodically review and reassess the adequacy of this Charter and
recommend any proposed changes to the Board for approval.
Meetings of the Committee
The Committee shall meet at the call of the Chief Executive Officer, following
simultaneous notice to the full Board, which notice shall set forth the date, time and
subject matter of the meeting. The Committee shall report its actions to the Board.
The Board may limit or qualify the powers of the Committee at any time, and may
rescind any action of the Committee to the extent that no rights of the third persons have